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EX-99.1 - EX-99.1 - CANTEL MEDICAL LLCa12-2753_1ex99d1.htm

 

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) January 12, 2012

 

CANTEL MEDICAL CORP.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-31337

 

22-1760285

(State or other jurisdiction

 

(Commission

 

(IRS Identification

of incorporation)

 

File Number)

 

Number)

 

150 Clove Road, Little Falls, New Jersey

 

07424

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (973) 890-7220

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07               Submission of Matters to a Vote of Security Holders

 

At the 2011 Annual Meeting of Stockholders of Cantel Medical Corp. (the “Company”) held on January 12, 2012 (the “2011 Annual Meeting”), five proposals were voted on by the Company’s stockholders.  The proposals are described in detail in the Company’s definitive proxy statement filed on November 28, 2011 (the “Proxy Statement”) in connection with the 2011 Annual Meeting and summarized below.

 

A final voting report was produced by Broadridge Financial Solutions, Inc. (“Broadridge”), the independent inspector of elections for the 2011 Annual Meeting, certifying the following results on the five proposals:

 

Proposal 1                          The stockholders elected all ten director nominees to serve as members of the Company’s board of directors until the Company’s 2012 Annual Meeting of Stockholders.

 

Name

 

For

 

Withheld

 

Broker
Non-Votes

 

Alan R. Batkin

 

15,315,559

 

216,403

 

1,155,164

 

Ann E. Berman

 

15,459,032

 

72,930

 

1,155,164

 

Joseph M. Cohen

 

14,820,330

 

711,632

 

1,155,164

 

Charles M. Diker

 

14,936,462

 

595,500

 

1,155,164

 

Mark N. Diker

 

14,936,995

 

594,967

 

1,155,164

 

George L. Fotiades

 

15,452,448

 

79,514

 

1,155,164

 

Alan J. Hirschfield

 

14,820,430

 

711,532

 

1,155,164

 

Andrew A. Krakauer

 

14,942,773

 

589,189

 

1,155,164

 

Peter J. Pronovost, M.D.

 

15,452,900

 

79,062

 

1,155,164

 

Bruce Slovin

 

14,940,623

 

591,339

 

1,155,164

 

 

Proposal 2                          The stockholders approved the amendments to the Cantel Medical Corp. 2006 Equity Incentive Plan (the “Plan”), including an amendment to increase the maximum number of shares of our common stock authorized for issuance under the Plan by an additional 400,000 shares.

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

14,522,841

 

906,087

 

103,034

 

1,155,164

 

 

Proposal 3                          The stockholders approved, on an advisory basis, the compensation of the Company’s Named Executive Officers, as disclosed in the Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and narrative disclosures.

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

14,642,354

 

317,562

 

572,046

 

1,155,164

 

 

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Proposal 4                          The stockholders approved, on an advisory basis, a frequency of “one year” for future advisory votes on the compensation of the Company’s Named Executive Officers.

 

One Year

 

Two Years

 

Three Years

 

Abstain

 

Broker
Non-Votes

 

13,866,054

 

28,225

 

1,029,032

 

608,651

 

1,155,164

 

 

Proposal 5                          The stockholders ratified the appointment of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the fiscal year ending July 31, 2012.

 

For

 

Against

 

Abstain

 

Broker
Non-Votes

 

16,048,331

 

634,286

 

4,509

 

0

 

 

Item 8.01               Other Events

 

On January 12, 2012, the Board of Directors declared a 3-for-2 stock split to be effected as a stock dividend of three shares for each two shares issued and outstanding, payable Wednesday, February 1, 2012 to the holders of record of Cantel’s common stock as of the close of business on Monday, January 23, 2012.  The Company will make cash payments based upon the closing price of Cantel’s shares on the record date in lieu of the issuance of fractional shares.

 

A copy of the press release announcing the stock split is included with this Report as Exhibit 99.1.

 

Item 9.01               Financial Statements, Pro-Forma Financial Information and Exhibits

 

(d) Exhibit 99.1   Press release of Registrant dated January 12, 2012.

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

CANTEL MEDICAL CORP.

 

 

 

 

 

By:

/s/ Andrew A. Krakauer

 

 

Andrew A. Krakauer

 

 

President and CEO

 

 

Dated: January 16, 2012

 

 

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